
BOARD OF DIRECTORS
Code Of Conduct For Directors/ Senior
Management
Preamble:
All Directors and Senior
Management must act within the bounds of the authority conferred
upon them and with a duty to make and enact informed decisions
and policies in the best interests of the Company and its
shareholders.
With a view to maintain the
high standards that the company requires, the following rules/
code of conduct should be observed in all activities of the
Board. The Company appoints the Company Secretary as a Compliance
Officer for the purposes of the code, who will be available
to directors and senior management to answer questions and
help them comply with the code.
1. Honesty & Integrity:
All directors and senior
management shall conduct their activities, on behalf of the
Company and on their personal behalf, with honesty, integrity
and fairness. All directors and senior management will act
in good faith, responsibly, with due care, competence and
diligence, without allowing their independent judgment to
be subordinated. Directors and senior management will act
in the best interests of the Company and fulfill the fiduciary
obligations.
2. Conflict of interest:
Directors on the board of
the Company and senior management shall not engage in any
business, relationship or activity, which may be in conflict
of interest of the Company or the group.
Conflicts can arise in many
situations. It is not possible to cover every possible conflict
situation and at times, it will not be easy to distinguish
between proper and improper activity. The following are some
of the common circumstances that may lead to a conflict of
interest, actual or potential:
-
Directors and senior management should
not engage in any activity/ employment that interferes
with the performance or responsibility to the Company
or is otherwise in conflict with or prejudicial to the
Company.
-
Directors and senior management and
their immediate families should not invest in a company,
customer, supplier, developers or competitor and generally
refrain from investments that compromise their responsibility
to the Company.
-
Directors and senior management should
avoid conducting company business with a relative or with
a firm/ company in which a relative/ related party is
associated in any significant role.
If such related party transaction
is unavoidable, it must be fully disclosed to the Board or
to the Chief Executive Officer of the Company.
3.
Compliance:
Directors
and senior management are required to comply with all applicable
laws, rules and regulations, both in letter and in spirit.
In order to assist the Company in promoting lawful and ethical
behaviour, directors and senior management must report any
possible violation of law, rules, regulation or the code of
conduct to the Company Secretary.
4. Other Directorships:
The Company feels that serving
on the boards of directors of other companies may raise substantial
concerns about potential conflict of interest, and therefore,
all directors must report/ disclose such relationships to
the Board on an annual basis. It is felt that service on the
Board of a direct competitor is not in the interest of the
Company.
5. Confidentiality of
information:
Any information concerning
the company’s business, its customers, suppliers etc.
which is not in the public domain and to which the Director
has access or possesses such information, must be considered
confidential and held in confidence, unless authorized to
do so and when disclosure is required as a matter of law.
No director and senior management shall provide any information
either formally or informally, to the press or any other publicity
media, unless specially authorized.
6.Insider Trading:
Any director of the Company
and senior management shall not derive benefit or assist others
to derive benefit by giving investment advice from the access
to and possession of information about the Company, not in
public domain and therefore constituting insider information.
All directors will comply with insider trading guidelines
as issued by SEBI.
7. Gifts & Donations:
No director of the Company
and senior management of the Company shall receive or offer,
directly or indirectly, any gifts, donations, remuneration,
hospitality, illegal payments and comparable benefits which
are intended (or perceived to be intended) to obtain business
(or uncompetitive) favours or decisions for the conduct of
business. Nominal gifts of commemorative nature, for special
events may be accepted and reported to the Board.
8. Protection of Assets:
Directors and senior management
must protect the Company’s assets, labour and information
and may not use these for personal use, unless approved by
the Board.
9. Customer Relationships:
The Directors and senior
management must act in a manner that creates value for our
customers and help to build a relationship based on trust.
If their job puts them in contact with customers or potential
customers, they must act in a manner befitting the representatives
of the Company.
10. Government Relations:
It is the Company’s
policy to comply fully with all applicable laws and regulations
governing contact and dealings with government employees and
public officials, and to adhere to high ethical, moral and
legal standards of business conduct. This policy includes
strict compliance with all Central, local, State, federal,
foreign and other applicable laws, rules and regulations..
11. Periodic Review:
Once every year or upon revision
of this code, every director and senior management must acknowledge
and execute an understanding of the code and an agreement
to comply. New directors will sign such a deed at the time
when their directorship begins and senior management at the
time when their employment begins.
12. Waivers:
Any waiver of any provision
of this Code of Business Conduct and ethics for a member of
the Company’s Board of Directors or an executive officer
must be approved in writing by the Company’s Board of
Directors and promptly disclosed.
Registered
Office
Universal Insurance Building,
3rd Floor Sir P.M, Road,
Fort, Mumbai - 400 001. INDIA
Tel Nos : +91 22 22851765 / 66 / 67
Fax No : 2288 4985
Email : corporate@gichf.com
| Company
Secretary |
Mr.
S Sridharan |
| Auditors |
M/s M P Chitale & Co., Chartered Accountants,
Mumbai. |
| Bankers |
Corporation Bank, Bank of India, HDFC Bank |
| Registrars & Transfer Agents |
Sharepro Services ( India ) Pvt. Ltd., Satam Estate,
3rd Floor, Above Bank Of Baroda, Cardinal Gracious
Road, Chakala, Andheri ( E ), Mumbai - 400 099.
|
| Listings |
BSE & NSE, Applied for delisting from the
Calcutta Stock Exchange Association Ltd. |
|
Financial Highlights
FINANCIAL HIGHLIGHTS FOR QUARTER ENDED MARCH- 2008
| Particulars |
Mar- 08
( Rs. / Lacs ) |
Sanctions
|
21793
|
| Disbursements |
19525
|
| Total Income |
7606
|
| Total Expenditure |
5779
|
| PBT |
1827
|
| PAT |
1231
|
| Equity |
|
| Reserves |
- |
| EPS ( Rs. ) |
2.29
|
| Financial Highlights Last Ten Years (Rs/lacs) |
| Particulars |
97-98 |
98-99 |
99-00 |
00-01 |
01-02 |
02-03 |
03-04 |
04-05 |
05-06 |
06-07 |
Apr-Mar 2008 |
| Sanctions |
15938 |
15950 |
21090 |
17989 |
25743 |
33285 |
55075 |
80461 |
31889 |
59446 |
78832 |
| Dis-bursements |
13048 |
16315 |
17980 |
16268 |
22536 |
29559 |
44881 |
65923 |
37282 |
52159 |
71844 |
| Total Income |
6927 |
7802 |
8531 |
9181 |
9237 |
9753 |
10010 |
12561 |
15686 |
19715 |
27480 |
| Total Expenditure |
5506 |
7069 |
7832 |
8537 |
9069 |
8993 |
8552 |
10487 |
11533 |
13384 |
19703 |
| PBT |
1421 |
733 |
699 |
644 |
168 |
760 |
1458 |
2074 |
4153 |
6331 |
7777 |
| PAT |
1046 |
444 |
394 |
433 |
120 |
661 |
1112 |
1776 |
3309 |
5007 |
5640 |
| Equity |
1797 |
1797 |
1797 |
1797 |
1797 |
1797 |
1797 |
2692 |
2692 |
5385 |
5385 |
| Reserves |
6131 |
6137 |
6309 |
6486 |
6563 |
6978 |
7785 |
9653 |
12041 |
23128 |
26247 |
| EPS(Rs) |
5.82 |
2.46 |
2.19 |
2.09 |
0.67 |
3.67 |
6.17 |
7.6 |
12.29 |
9.95 |
10.47 |
| Dividend(%) |
20 |
20 |
10 |
10 |
10 |
12.5 |
15 |
15 |
15 |
30 |
40 |
Clause 35
Name of the Company : GIC HOUSING FINANCE LTD.
Scrip Code : 511676
Statement showing shareholding pattern as on 31.03.2008
|
| Catg Code |
Category of shareholder |
No. of share holders |
Total No. of shares |
No. of shares held in de-materialised form |
Total shareholding as a percentage of total no. of shares |
| |
|
|
|
|
As a % of (A+B) |
As a % of (A +B+C) |
| (A) |
Shareholding of Promoter and Promoter and Group |
|
|
|
|
|
| 1) |
Indian |
0 |
0 |
0 |
0.00 |
0.00 |
| (a) |
Individuals/Hindu Undivided Family |
0 |
0 |
0 |
0.00 |
0.00 |
| (b) |
Central Government/State Government(s) |
0 |
0 |
0 |
0.00 |
0.00 |
| (c |
Bodies Corporate |
0 |
0 |
0 |
0.00 |
0.00 |
| (d) |
Financial Institutions/Banks |
6 |
27214679
|
27214679
|
50.54
|
50.54
|
| (e) |
Any other (Specify) |
0 |
0 |
0 |
0.00 |
0.00 |
| |
SUB TOTAL (A)(1) |
6 |
27214679
|
27214679
|
50.54
|
50.54
|
| 2) |
Foreign |
0 |
0 |
0 |
0.00 |
0.00 |
| (a) |
Individuals (Non-Resident Individuals/Foreign Individuals) |
0 |
0 |
0 |
0.00 |
0.00 |
| (b) |
Bodies Corporate |
0 |
0 |
0 |
0.00 |
0.00 |
| c) |
Institutions/FII |
0 |
0 |
0 |
0.00 |
0.00 |
| (d) |
Any other (Specify) |
0 |
0 |
0 |
0.00 |
0.00 |
| |
SUB TOTAL (A)(2) |
0 |
0 |
0 |
0.00 |
0.00 |
| |
Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) |
6 |
27214679
|
27214679
|
50.54
|
50.54
|
| (B) |
Public shareholding3 |
|
|
|
0.00 |
0.00 |
| 1) |
Institutions |
|
|
|
0.00 |
0.00 |
| (a) |
Mutual Funds/UTI |
5 |
3500 |
0 |
0.01 |
0.01 |
| (b) |
Financial Institutions/Banks |
3
|
40400
|
40100
|
0.08
|
0.08
|
| c) |
Central Government/State Government(s) |
0 |
0 |
0 |
0.00 |
0.00 |
| (d) |
Venture Capital Fund |
0 |
0 |
0 |
0.00 |
0.00 |
| (e) |
Insurance Companies |
1 |
2712250 |
2712250 |
5.04 |
5.04 |
| (f) |
Foreign Institutional Investors |
7
|
8098372
|
8098372
|
15.04
|
15.04
|
| (g) |
Foreign Venture Capital Investors |
0 |
0 |
0 |
0.00 |
0.00 |
| (h) |
Any other (Specify) Trusts |
0 |
0 |
0 |
0 |
0.00 |
| |
Sub-Total(B) (1) |
16
|
10854522
|
10850722
|
20.16
|
20.16
|
| 2) |
Non-Institutions |
|
|
|
0.00 |
0.00 |
| (a) |
Bodies Corporate |
622
|
5187117
|
5177315
|
9.63
|
9.63
|
| (b) |
Individuals |
|
|
|
0.00 |
0.00 |
| |
i) Individual shareholers holding nominal share Capital up to Rs.1 lakh |
22354
|
6626696
|
5825657
|
12.31
|
12.31
|
| |
ii) Individual shareholders holding nominal share capital in excess of Rs.1lakh |
89
|
2949550
|
2949550
|
5.48
|
5.48
|
| c) |
Any other (Specify) Non-Res.Individuals (Rep) |
117
|
108809
|
107909
|
0.20
|
0.20
|
| |
Non-Res.Individuals ( Non Rep.) |
36 |
868693 |
868593 |
1.61 |
1.61 |
| |
Trusts |
3 |
41000 |
41000 |
0.08 |
0.08 |
| |
Sub-Total(B) (2) |
23221
|
15781865
|
14970024
|
29.31
|
29.31
|
| |
|
|
|
|
0.00 |
0.00 |
| |
Total Public Shareholding (B)=(B)(1)+(B)(2) |
23237
|
26636387
|
25820746
|
49.46
|
49.46
|
| |
Total (A)+(B) |
23243
|
53851066
|
53035425
|
100.00 |
100.00 |
| C) |
Shares held by Custodians and against which Depository Receipts have been issued |
0 |
0 |
0 |
0.00 |
0.00 |
| |
GRAND TOTAL (A)+(B)+C) |
23243
|
53851066
|
53035425
|
100.00 |
100.00 |
(1) (b)Statement showing shareholding of persons belonging to the category "Promoter and Promoter Group"
| Sr. No. |
Name of the shareholder |
No. of shares |
Shares as percentage of total no. of shares {i.e.Grand Total(A)+(B)+C) indicated in statement at para(1)(a) above} |
| 1 |
IFCI |
4235489 |
7.87 |
| 2 |
GENERAL INS.CORPN.OF INDIA |
8381166 |
15.56 |
| 3 |
THE NEW INDIA ASS.CO.LTD |
4373500 |
8.12 |
| 4 |
UNITED INDIA INS.CO.LTD |
3956000 |
7.35 |
| 5 |
NATIONAL INS.CO.LTD. |
3173500 |
5.89 |
| 6 |
THE ORIENTAL INS.CO.LTD. |
3095024 |
5.75 |
| |
TOTAL |
27214679 |
50.54 |
(1) c) Statement showing shareholding of persons belonging to the category "Public" and holding more than 1% of the total number of shares
| Sr. No. |
Name of the shareholder |
No. of shares |
Shares as percentage of total no. of shares {i.e.Grand Total(A)+(B)+C) indicated in statement at para(1)(a) above} |
| 1 |
LIFE INS.CORPN.OF INDIA LTD |
2712250 |
5.04 |
| 2 |
CALEDONIA INV. PLC |
4903961 |
9.11 |
| 3 |
TATA INV.CORPN. LTD |
1330800 |
2.47 |
| 4 |
CD EQUISEARCH PVT.LTD. |
606799 |
1.13 |
| 5 |
MACQUARIE BANK LTD. |
1036791 |
1.93 |
| 6 |
ACACIA PARTNERS, LP |
1050000 |
1.95 |
| 7 |
ACACIA INSTITUTIONAL PARTNERS, LP |
740000 |
1.37 |
| |
TOTAL |
12380601 |
22.99 |
(1) (d) Statement showing details of locked in shares
| Sr. No. |
Name of shareholder |
No. of locked-in shares |
Locked-in shares as percentage of total no. of shares {i.e.Grand Total(A)+(B)+C) indicated in statement at para(1)(a) above} |
| 1 |
NA |
|
|
(II) (a) Statement showing details of Depository Receipts (DRS)
| Sr. No. |
Type of outstanding Dr(ADRs, GDRs, SDRs, etc) |
No. of shares |
No. of shares underlying outstanding DRs |
| |
|
|
|
| 1 |
NA |
|
| |
|
|
| |
TOTAL |
|
(II) (a) Statement showing holding of Depository Receipts (DRS)
| Sr. No. |
Type of outstanding Dr(ADRs, GDRs, SDRs, etc) |
No. of shares |
No. of shares underlying outstanding DRs |
Shares underlying outstanding DRs as a percentage of total no. of shares {I.e. Grand Total (A)+(B)+C) indicated in Statement at para (1)(a)above} |
| |
|
|
|
|
| 1 |
NA |
|
|
| |
|
|
|
| |
TOTAL |
|
|
(II) (b) Statement showing holding of Depository Receipts (DRS) where underlying shares are in excess of 1% of the total no.of shares
| Sr. No. |
Name of the DR Holder |
Type of outstanding DR(ADRs, GDRs, SDRs, etc.) |
No. of shares underlying outstanding DRs. |
Shares underlying outstanding DRs as a percentage of total no. of shares {I.e. Grand Total (A)+(B)+C) indicated in Statement at para (1)(a)above} |
| 1 |
NA |
|
|
|
| |
|
|
|
| |
TOTAL |
|
|

|